Definition of Potential Superior Proposal

Potential Superior Proposal means any bona fide written offer which is not solicited in violation of Section 4.8(a) by or on behalf of the Company, any of its Subsidiaries or any of their respective affiliates (or any of their respective representatives) made by a third party that (A) expressly provides for consideration per share that is more than the Per Share Merger Consideration, (B) is on terms (taken as a whole) that the Special Committee reasonably determines in good faith, after consultation with its outside legal counsel (which may be its current legal counsel) and its financial advisors, could reasonably lead to a Superior Proposal and (C) is not subject to any condition relating to the financing of such proposal.

Examples of Potential Superior Proposal in a sentence

The Company shall promptly provide to Purchaser any non-public information concerning the Company provided to any other Person in connection with any Acquisition Proposal, Superior Proposal or Potential Superior Proposal, which was not previously provided to Purchaser.

Potential Superior Proposal shall have the meaning set forth in Section 8.6(a) hereof.

A "Potential Superior Proposal" shall mean a proposal that a majority of the disinterested members of the Board of Directors of Kevlin determines in its good faith judgment to be reasonably likely to lead to a Superior Proposal (as defined in SECTION 5.4(c) below).